Exhibit 10.1 to NSE Form 10-Q 2Q 2008






Exhibit 10.1 



CEO Compensation Changes 



                
On May 12, 2008, our Compensation Committee met and approved certain changes to the
compensation of Truman Hunt, the Chief Executive Officer of the Company, as reflected in
Mr. Hunt’s Employment Letter, as amended, based on its review of Mr. Hunt’s
performance, the Company’s performance and Mr. Hunt’s current compensation
levels. The Committee engaged an independent compensation consultant to assist it in its
review of Mr. Hunt’s compensation. Mr. Hunt’s base salary was increased to
$750,000 per year from $550,000. Mr. Hunt had previously unilaterally reduced his salary
from $665,000 to $550,000 in 2006. The dividend equivalent being paid to Mr. Hunt on a
hypothetical 250,000 shares (approximately $105,000 in 2007) was terminated in connection
with the increase in salary. 



                
The Committee also approved a special grant of 350,000 performance stock options. The
exercise price will be the closing price of our Class A common stock on May 12, 2008, the
date of grant. Vesting for the options is performance based, with the options vesting in
two installments if the Company’s earnings per share equal or exceed the two
established performance levels, measured in terms of diluted earnings per share. Fifty
percent of the options will vest upon earnings per share meeting or exceeding the first
performance level of $1.50 and 50% of the options will vest upon earnings per share
meeting or exceeding the second performance level of $2.00. If the performance levels have
not been met on or prior to the 2nd business day following the filing of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2012, then any
unvested options shall terminate at such time. Under the terms of the options, earnings
per share is calculated in accordance with generally accepted accounting principles;
provided, however, that the following shall be excluded from the calculation of
“earnings per share: (A) asset write-downs, (B) litigation or claim judgments or
settlements related to claims arising prior to the date of grant or claims based, in whole
or in part, on events or actions occurring prior to the date of grant, (C) accruals for
recapitalization, reorganization and restructuring programs, (D) the discontinuation,
disposal or acquisition of a business or division, and (E) any other extraordinary items.
The Committee shall review and approve the calculation of “earnings per share,”
and shall determine, exercising its judgment, the items to be excluded pursuant to the
exceptions. The other terms of the performance options are similar to the terms of the
Company’s standard options including acceleration of vesting if there is a
termination of employment following a change-in-control and forfeiture of awards upon the
occurrence of certain acts by the option holder. The options expire seven years following
the grant date. Mr. Hunt’s semi-annual option grant was increased to 50,000 options
for 2008 and will increase to 92,500 in 2009. Mr. Hunt had previously unilaterally reduced
his semi-annual option grant from 100,000 per year to 25,000 per year in 2006.